Fujitsu Semiconductor and United Microelectronics Corporation (UMC) today announced that the Taiwan-based foundry house will acquire all of the shares of Mie Fujitsu Semiconductor (MIFS), a 300mm wafer foundry joint venture between both companies.

In addition to the 15.9% of MIFS shares currently owned by UMC, Fujitsu Semiconductor will transfer the remaining 84.1% of its shares in MIFS to UMC, making MIFS a wholly-owned subsidiary of the Taiwan-based foundry. The consideration of the transaction will be around JPN 57.6 billion (US$520.25 million). The transfer is planned for January 1, 2019, pending approval by the relevant governmental authorities, the companies said.

UMC's board of directors also approved plans for the company to apply with the China Securities Regulatory Commission for UMC's mainland operations to be listed on the Shanghai Stock Exchange as an A-list offering. HeJian Technology (Suzhou) will represent UMC's China businesses, which include HeJian's 8-inch fab, United Semi and its 12-inch fab in Xiamen and Shandong-based UDS, which provides IC design support services.

In 2014, both companies concluded an agreement for UMC to acquire a 15.9% stake in MIFS through progressive phases. Since then, besides equity investment, Fujitsu Semiconductor and UMC have been furthering their partnership through licensing of UMC's 40nm technology and establishment of a 40nm logic production line at MIFS. After several years of joint operations, both companies have agreed on the benefits of integrating MIFS into UMC, which has a strong business foundation as a world leading semiconductor foundry with a broad customer portfolio, enhanced manufacturing expertise and extensive technology offerings enabling MIFS to maximize its values it can deliver to all stakeholders, including its customers.

As a member of UMC, MIFS will continue to provide foundry services of an even higher quality to its customers. While the name of the company and details of distribution after the transaction will soon be determined, for the present, MIFS will maintain its existing distribution channels for customers.

Jason Wang, co-president of UMC said, "UMC is experiencing high demand from mature 12-inch processes. With new applications in 5G, IoT, automotive and AI requiring these technologies, we anticipate the market conditions driving this demand to remain strong for the foreseeable future. The acquisition of a fully qualified, equipped, and volume production proven 12-inch facility provides greater time and ROI advantages compared to building a fab from scratch, which would cost several billion dollars and several years to construct and equip. With existing 300mm fabs in Taiwan, China and Singapore, Japan-based MIFS will help customers further diversify their manufacturing risk with a robust production base to ensure business continuity, which is especially important for automotive chip makers who require a stable and uninterrupted source of supply. UMC will also be able to leverage its decades of world class IC production experience with Japan's local talent and world-renowned quality standards to better serve Japnese and international customers. We are excited that the strong partnership between UMC and Fujitsu Semiconductor will enable us to achieve further growth and provide customers with higher value through the acquisition of MIFS."

"With its strengths in technology, such as ultra-low power consumption process technology, non-volatile memory technology for embedded applications, and RF and mmWave technology, as well as its highly reliable production system, as accepted by automotive customers, and its outstanding and experienced workforce, MIFS has been providing its customers with high quality foundry services," said Kagemasa Magaribuchi, president and representative director of Fujitsu Semiconductor. "To sustain its growth in the future and deliver far greater values to its customers, Fujitsu Semiconductor and MIFS have determined that it is the best to further enhance its competitiveness as a pure-play foundry by becoming a member of the UMC Group, a leading global semiconductor foundry. I expect that, by fully leveraging the UMC Group's strengths, including its expertise and its cost competitiveness driven both by capital investment backed by ample financial resources as well as its globally expanded businesses, MIFS will further grow as a global company. I believe that the further growth of MIFS will also contribute to maintaining and expanding a workforce and to the local economy in the regions MIFS resides."

As for the China listing plan, Wang said, "An A-share listing on the Shanghai Stock Exchange for our HeJian-led China subsidiaries provides an ideal path for UMC to quickly capitalize on the rapid growth of China's semiconductor market and facilitate long-term development. The raised capital would be allocated towards reinvestment in UMC's successful China operations in order to provide customers with a complete, integrated IC manufacturing solution from chip design to manufacturing, which will help expand our market share and further increase production scale, technical quality, and overall competitiveness."

Listing of A-shares to provide a more diversified source of local funds improves the company's financial structure and strengthens the company's asset and capital positions, while allowing more capital to remain in Taiwan. As part of the listing, UMC can also attract and retain top local talent through implementation of an Employee Stock Ownership Program (ESOP).

The revenue of HeJian constitutes about 11% of UMC's consolidated revenue, while the number of new shares planned for issue will also be around 11% of the total shares outstanding. UMC will remain the majority shareholder possessing approximately 87% of HeJian's equity, with no meaningful dilution to the rights and interests of the parent company.

Wang added, "UMC has always been committed to expanding its operating scale, strengthening customer competitiveness and enhancing shareholder value through globally diversified manufacturing. The Board of Directors' approval to fully acquire MIFS from Fujitsu and publicly listing our China operations on the local stock exchange will help drive UMC's long-term development and achieve global synergies that will strengthen the company's manufacturing competitiveness, while maintaining our established base in Taiwan."

By: DocMemory
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